FORM OF COMMSCOPE, INC. 2006 LONG TERM INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT (WITH RELATED DIVIDEND EQUIVALENT RIGHTS)

THIS AGREEMENT, made as of the ____ day of ________, 2009 (the “ Date of Grant ”), between CommScope, Inc., a Delaware corporation (the “ Company ”), and _________  (the “ Grantee ”).

WHEREAS, the Company has adopted the CommScope, Inc. 2006 Long Term Incentive Plan (the “ Plan ”) in order to provide an additional incentive to certain employees and directors of the Company and its Subsidiaries; and

WHEREAS, the Committee responsible for the administration of the Plan has determined to grant restricted stock units to the Grantee as provided herein;

NOW, THEREFORE, the parties hereto agree as follows:

1.             Grant .

1.2            Each Dividend Equivalent Right represents the right to receive all of the cash dividends that are or would be payable with respect to the Shares represented by the Restricted Stock Unit to which the Dividend Equivalent Right relates.  With respect to each Dividend Equivalent Right, any such cash dividends shall be paid on the Vesting Date.  The Dividend Equivalent Rights shall be subject to the same terms and conditions applicable to the Restricted Stock Units, including, without limitation, the forfeiture and vesting provisions contained in Sections 2 through 4, inclusive, of this Agreement.  In the event that the Restricted Stock Units are forfeited pursuant to Section 3 hereof, the related Dividend Equivalent Right shall also be forfeited.

1.3           This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

2.         Vesting .

Except as provided in Sections 3 and 4 hereof, 100% of the Restricted Stock Units granted hereunder will vest on the third (3 ^rd ) anniversary of the Date of Grant (the “ Vesting Date ”) provided the Grantee has remained in continuous employment from the Date of Grant to the Vesting Date.

    3.          Termination of Employment .

3.2            Retirement .  In the event that (i) the Grantee has completed 10 years of service for the Company, a Subsidiary or a Division, and the Grantee’s employment is terminated prior to the Vesting Date as a result of the Grantee’s voluntary retirement after attainment of age 55, or (ii) the Grantee’s employment is terminated prior to the Vesting Date as a result of the Grantee’s voluntary retirement after attainment of age 65, the “Pro Rata Portion” (as defined below) of the Award shall remain outstanding and shall be eligible to vest on the Vesting Date if the Grantee complies with the post-employment covenants described in Exhibit A , and the remainder of the Award shall immediately be forfeited.  In the event of a breach by the Grantee of any of the post-employment covenants described in Exhibit A hereto, the entire Award shall immediately be forfeited.  The “Pro Rata Portion” shall be equal to a fraction (not to exceed one), the numerator of which is the number of whole calendar months between the Date of Grant and the Grantee’s date of retirement and the denominator of which is 36 (rounded to the nearest thousandth).

3.4            Other Termination of Employment .  If the employment of the Grantee is terminated (including the Grantee’s ceasing to be employed by a Subsidiary or a Division as a result of the sale of such Subsidiary or Division or an interest in such Subsidiary or Division) prior to the Vesting Date under any circumstance other than those set forth in Section 3.1, Section 3.2 and Section 3.3, the Award shall immediately be forfeited.

7.              Issuance of Shares .

Except as provided in the following sentence, on the Vesting Date, or as soon thereafter as administratively practicable (but in no event later than 2 ½ months after the Vesting Date occurs), the Company shall issue Shares to the Grantee (or, if applicable, the Grantee’s estate) with respect to the Restricted Stock Units that becomes vested (A) on the Vesting Date, (B) pursuant to Section 3.1 by reason of the Grantee’s Disability that does not constitute a Section 409A Disability (as defined below) or (C) pursuant to Section 4 by reason of a Change in Control that does not constitute a Section 409A Change in Control (as defined below).  Shares with respect to Restricted Stock Units that become vested (A) pursuant to Section 3.1 by reason of the Grantee’s death, (B) pursuant to Section 3.1 by reason of the Grantee’s Disability that constitutes a “disability” within the meaning of Section 409A of the Code and the regulations and interpretive guidance issued thereunder (a “ Section 409A Disability ”) or (C) pursuant to Section 4 by reason of a Change in Control which also constitutes a change in control or effective control of the Company or a change in the ownership of a substantial portion of its assets, in each case within the meaning of Section 409A of the Code and the regulations and interpretive guidance issued thereunder (a “ Section 409A Change in Control ”), shall be issued upon the date such Restricted Stock Units become vested, or as soon thereafter as administratively practicable (but in no event later than 2 ½ months after the date the Restricted Stock Units become vested).  Notwithstanding anything to the contrary contained herein, no Shares may be transferred to any person other than the Grantee unless such other person presents documentation to the Committee, which proves to the Committee to its reasonable satisfaction such person’s right to the transfer.

8.              Withholding of Taxes .